[DESCRIPTION]SCHEDULE 13D FOR LARRY PROVOST
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. )*
Sloan Electronics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
831501 10 1
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(CUSIP Number)
Larry Provost
Box 521
Millwood NY 10546
914 271-5749
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box. / /
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1 (a) for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 2 Pages)
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(1) The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
CUSIP No. 831501 10 1 Page 2 of 2 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry Provost
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,293,492
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,293,492
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,492
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%(1)
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Calculated based upon the number of outstanding shares of Common Stock
of the Issuer on December 31, 1997.
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per
share ("Common Stock") issued by Sloan Electronics, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located
at 2527 Monterey St., Sarasota, FL 34231.
ITEM 2. Identity and Background.
This statement is filed by Larry Provost, an individual residing at
116 Teatown Road, Croton, NY 10520. Mr. Provost is Chairman, Secretary and
Chief Financial Officer of the Company and is the President of Production
Talent, Inc., a New York corporation.
The Reporting Person has not, during the last five (5) years (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEM 3. Source and Amount of Funds or Other Considerations.
On December 5, 1997 pursuant to the terms of an Agreement of Merger
(the "Agreement") between the Company and Sloan Electronics, Inc.
("Sloan"), Sloan has merged into the Company and Mr. Provost's shares in
Sloan were converted into 1,293,492 shares of Common Stock of the Company
at the conversion rate of 2.31 shares of Common Stock of the Company for
each shares of Common Stock of Sloan.
ITEM 4, Purpose of Transaction.
The purpose of the acquisition of the stock is for control of the
Company. On December 5, 1997 pursuant to the terms of an Agreement of
Merger (the "Agreement") between the Company and Sloan Electronics, Inc.
("Sloan"), Sloan has merged into the Company. The board of directors of the
Company were replaced by the board of directors of Sloan. The Reporting
Person may make purchases of Common Stock from time to time and may
acquire or dispose of any or all of the shares of Common Stock held by him
at any time. The Reporting person has no plans or proposals which relate
to, or could result in any of the matters referred to in Paragraphs (c),
(e), (f), (g) and (h), of Item 4 of Schedule 13D.
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ITEM 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person beneficially owns
1,293,492 shares of the Company's Common Stock, comprising approximately
14.1% of the shares outstanding. The percentage used herein is calculated
based upon the 9,187,389 shares of Common Stock of the Company stated by
the Company as issued and outstanding as of December 31, 1997, as reported
in the Company's 10-KSB. The Reporting Person has sole voting and
dispositive powers with respect to all the shares of Common Stock to which
this statement relates. The Reporting Person has not effected any
transactions in the shares of the Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
The following exhibit was filed on Form 8-K on December 19, 1997
and is incorporated by reference.
Exhibit 2.0 Agreement of Merger
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: 5/8/1998
/s/ Larry Provost
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Larry Provost
